Glossary
Form F-1 Registration Statement
A Form F-1 Registration Statement is the document a foreign private issuer files with the United States Securities and Exchange Commission (SEC) to register its securities under the Securities Act of 1933 before selling or listing them in the US market. It is the form used by non-US companies that do not yet qualify for the SEC’s shorter registration forms, so first-time US registrants land here. At Treewalk, we prepare and coordinate the financial statement and disclosure package that sits at the core of an F-1, working alongside the company’s securities counsel and its external auditor.
What it actually is
The F-1 is the foreign private issuer version of the SEC’s Form S-1, the form domestic US companies use. Both register securities, but the F-1 exists specifically for companies incorporated or headquartered outside the US that meet the SEC’s definition of a foreign private issuer.
The filing itself is a long, structured disclosure document. It carries the prospectus that investors read, plus audited financial statements, a description of the business, risk factors, use of proceeds, and information about management and major shareholders. It is filed electronically through the SEC’s EDGAR system, and the SEC staff can review it and issue comment letters before it goes effective.
One feature matters for Canadian issuers. A foreign private issuer can generally present its financial statements under International Financial Reporting Standards (IFRS) as issued by the IASB without reconciling them to US GAAP. That single allowance shapes a lot of the accounting decisions on a cross-border deal.
When you’d need one
You reach for an F-1 when a non-US company wants access to US public capital or a US listing for the first time. Common triggers we see:
- A Canadian issuer wants to uplist or cross-list its shares onto a US market and needs to register those securities with the SEC.
- A private foreign company is running a US initial public offering.
- An existing reporting company needs to register securities and does not qualify for the shorter, faster forms reserved for seasoned filers.
We saw this firsthand with PsyBio Therapeutics Corp., a company that reached the public markets through a qualifying transaction in Canada and then moved toward the US market. Our engagement included SEC Form F-1 registration statement support tied to that US uplisting, on top of the quarterly IFRS financial statements and MD&A (Management Discussion and Analysis) we already prepared for the Canadian side.
How we approach it at Treewalk
We are not securities lawyers and we are not the auditor. On an F-1, the lawyers own the legal drafting and the audit firm signs the opinion. Our lane is the finance function that feeds both: the historical financial statements, the working papers, the reconciliations, and the numbers-driven sections of the prospectus.
That work usually means preparing or cleaning up multiple years of financial statements to the standard the SEC expects, building the supporting schedules the auditor needs, and answering the accounting questions that surface in SEC comment letters. Because a foreign private issuer can file on IFRS, we often keep the company on IFRS rather than forcing a full conversion. When a US GAAP presentation is required instead, that becomes a separate, deliberate exercise. See our note on US GAAP conversion for how we scope that.
The F-1 is rarely late because of the legal drafting. It is late because the numbers were not audit-ready in the first place. Get the financial statements and the supporting working papers clean early, and the rest of the document moves at the speed of the lawyers, not the accountants.
Members of our team have acted as the outsourced finance function for listed and cross-border issuers, which means we have sat on the company side of an SEC review rather than watching from outside it.
What this is NOT
An F-1 is not a Canadian filing. It does not replace anything you file on SEDAR+ in Canada. A cross-listed issuer typically maintains both, so the F-1 lives beside your Canadian continuous disclosure, not instead of it. If you need help with the Canadian side, that is a different workstream, and our SEDAR+ filing support covers it.
It is also not a shortcut form. The SEC reserves its shorter registration forms for issuers that already have a reporting history and meet specific eligibility tests. A first-time registrant generally cannot use those, which is exactly why the F-1 exists.
And it is not an audit. The F-1 requires audited financial statements, but the audit is performed by an independent audit firm. Treewalk does not provide audit or attest services. We prepare the statements and working papers, then coordinate closely with your auditor so the filing holds together.
What you get from us
On an F-1 engagement, our contribution generally includes:
- Preparation of the historical financial statements and consolidated working papers the filing requires.
- IFRS financial statement work, or coordination of a US GAAP presentation where that is needed.
- The supporting schedules and audit-ready documentation your external auditor asks for.
- Support responding to the accounting elements of SEC staff comment letters.
- Coordination with your securities counsel and auditor so the finance inputs arrive on time.
We build this on the same financial reporting discipline we use for our public company clients. For the standards work that underpins it, see IFRS financial statement preparation.
Frequently asked questions
Is Form F-1 the same as Form S-1?
No. They serve the same purpose, registering securities with the SEC, but the F-1 is for foreign private issuers and the S-1 is for domestic US companies. The main practical difference for our clients is that an F-1 filer can often use IFRS financial statements without reconciling to US GAAP.
Do we need an F-1 if we are already listed in Canada?
Possibly. A Canadian listing and its SEDAR+ filings do not register your securities with the SEC. If you want a US listing or a US public offering, you generally still need to register in the US, and for a first-time registrant that usually means an F-1.
Does Treewalk audit the financial statements in the F-1?
No. Treewalk does not provide audit or attest services. We prepare the financial statements and working papers and coordinate with your independent auditor, who performs the audit and signs the opinion.
How long does an F-1 take?
It varies with the company’s readiness and the SEC review cycle, so we do not quote a fixed timeline. The single biggest driver we see is whether the historical financial statements are audit-ready when the process starts. Clean numbers early is what keeps the schedule from slipping.
How is your role different from a large advisory firm’s?
We work as an embedded, outsourced finance function rather than a rotating team. Members of our team have served as the acting finance function for listed issuers, so we prepare the statements, hold the working papers, and answer the SEC’s accounting questions directly.
Where to next
If you are weighing a US registration or uplisting, the right starting point is understanding how the finance workstream fits your deal. Our public companies practice covers what SEC Form F-1 support looks like alongside your ongoing reporting. You can read more about the underlying standards work in our IFRS financial statement preparation note, or reach Alex McAulay, Founder and CEO, CPA, through our contact page to talk through your specific filing. For background on the form itself, the U.S. Securities and Exchange Commission is the authoritative source.
